118 S5139 IS: Empowering Main Street in America Act of 2024
U.S. Senate
2024-09-23
text/xml
EN
Pursuant to Title 17 Section 105 of the United States Code, this file is not subject to copyright protection and is in the public domain.
II
118th CONGRESS
2d Session
S. 5139
IN THE SENATE OF THE UNITED STATES
September 23, 2024
Mr. Scott of South Carolina (for himself, Mr. Crapo, Mr. Rounds, Mr. Tillis, Mr. Kennedy, Mr. Hagerty, Ms. Lummis, Mrs. Britt, Mr. Cramer, Mr. Daines, and Mr. Moran) introduced the following bill; which was read twice and referred to the Committee on Banking, Housing, and Urban Affairs
A BILL
To amend the Securities Act of 1933 to address emerging growth companies, and for other purposes.
1.

Short title; table of contents
(a)

Short title
This Act may be cited as the “Empowering Main Street in America Act of 2024”.
(b)

Table of contents
The table of contents for this Act is as follows:
Sec. 1. Short title; table of contents.
Sec. 2. Definition.
TITLE I—Promoting greater capital formation in U.S. public and private markets
Sec. 101. Helping startups continue to grow.
Sec. 102. Micro-offering exemption.
Sec. 103. Investment companies.
Sec. 104. Public float.
Sec. 105. Crowdfunding.
Sec. 106. Regulatory definition of venture capital fund.
Sec. 107. Unlocking capital for small businesses.
Sec. 108. Rural job creators.
Sec. 109. Studies, reports, and rules regarding small entities.
TITLE II—Responsibly expanding investment opportunities for retail investors
Sec. 201. Equal opportunity for all investors.
Sec. 202. Encouraging investments in Main Street.
Sec. 203. Main Street investor confidence.
Sec. 204. Increasing investor opportunities.
Sec. 205. Enhancement of 403(b) plans.
TITLE III—Fostering investor confidence in market integrity, fairness, and transparency
Sec. 301. Study regarding retail investor readability of financial statements.
Sec. 302. Duties of Ombudsman relating to Regulation Crowdfunding.
Sec. 303. Publication on economic data on securities markets.
Sec. 304. Study on IPO fees.
Sec. 305. Exclusions available regardless of significant social policy issue.
TITLE IV—Holding regulators accountable through increased oversight
Sec. 401. Required testimony.
Sec. 402. Semiannual report.
Sec. 403. Rulemaking requirements.
Sec. 404. Senate confirmation of Inspector General of the Securities and Exchange Commission.
2.

Definition
In this Act, the term Commission means the Securities and Exchange Commission.
I

Promoting greater capital formation in U.S. public and private markets
101.

Helping startups continue to grow
(a)

Definition of term
(1)

Securities Act of 1933
Section 2(a) of the Securities Act of 1933 (15 U.S.C. 77b(a)) is amended by striking paragraph (19) and inserting the following:
“(19)
(A)
The term emerging growth company means an issuer that had total annual gross revenues of less than $2,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) during its most recently completed fiscal year.
(B)
An issuer that is an emerging growth company as of the first day of its most recently completed fiscal year shall, after submitting a draft registration statement or publicly filing an initial registration statement under this title, continue to be deemed an emerging growth company until the earliest of—
(i)
the date that is 1 fiscal year after the last day of the fiscal year of the issuer during which it had total annual gross revenues of $2,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;
(ii)
the last day of the fiscal year of the issuer following the tenth anniversary of the date of the first primary sale of common equity securities of the issuer for cash pursuant to an effective registration statement under this title; or
(iii)
the date that is 1 fiscal year after the last day of the fiscal year of the issuer in which such issuer has more than $2,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) in non-convertible debt securities outstanding.”.
(2)

Securities Exchange Act of 1934
Section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)) is amended—
(A)
by striking the first paragraph (80) (relating to emerging growth companies);
(B)
by transferring paragraph (79) (relating to asset-backed securities) to appear after paragraph (78); and
(C)
by adding at the end the following:
“(81)

Emerging growth company
The term emerging growth company has the meaning given the term in section 2(a) of the Securities Act of 1933 (15 U.S.C. 77b(a)).”.
(3)

Rule of application
The amendments made by this subsection shall apply with respect to an issuer that—
(A)
qualifies as an emerging growth company, as defined in section 2(a) of the Securities Act of 1933 (15 U.S.C. 77b(a)) or the first paragraph (80) of section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)), as applicable, on the day before the date of enactment of this Act; or
(B)
first qualifies as an emerging growth company, as defined in such section 2(a) or paragraph (81) of such section 3(a) (as added by paragraph (2) of this subsection), as applicable, on or after the date of enactment of this Act.
(b)

Registration
Section 6(e)(1) of the Securities Act of 1933 (15 U.S.C. 77f(e)(1)) is amended by striking the second sentence.
102.

Micro-offering exemption
(a)

In general
Section 4 of the Securities Act of 1933 (15 U.S.C. 77d) is amended—
(1)
in subsection (a), by adding at the end the following:
“(8)
transactions meeting the requirements of subsection (f).”; and
(2)
by adding at the end the following:
“(f)

Micro-Offerings
(1)

In general
The transactions referred to in subsection (a)(8) are transactions involving the sale of securities by an issuer (including all entities controlled by or under common control with the issuer) where the aggregate amount of all securities sold by the issuer, including any amount sold in reliance on the exemption provided under subsection (a)(8), during the 12-month period preceding such transaction, does not exceed $500,000.
(2)

Adjustment
The dollar amount in paragraph (1) shall be adjusted by the Commission not less frequently than once every 5 years and at the same time as the adjustments made under section 4A(h), by notice published in the Federal Register to reflect any change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest $10,000.
(3)

Bad actor prohibition
The exemption under this subsection shall not apply to any person subject to—
(A)
an event that would disqualify an issuer or other covered person under section 230.506(d)(1) of title 17, Code of Federal Regulations, or any successor regulation; or
(B)
a statutory disqualification, as defined in section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)).”.
(b)

Exemption under State regulations
Section 18(b)(4) of the Securities Act of 1933 (15 U.S.C. 77r(b)(4)) is amended—
(1)
in subparagraph (F), by striking “or” at the end;
(2)
in subparagraph (G), by striking the period and inserting “; or”; and
(3)
by adding at the end the following:
“(H)
section 4(a)(8).”.
103.

Investment companies
Section 3(c)(1) of the Investment Company Act of 1940 (15 U.S.C. 80a–3(c)(1)) is amended—
(1)
in the matter preceding subparagraph (A), in the first sentence, by striking “250 persons” and inserting “500 persons”; and
(2)
in subparagraph (C)(i)—
(A)
by striking “$10,000,000” and inserting “$50,000,000”; and
(B)
by striking “with such dollar amount to be indexed for inflation once every 5 years by the Commission, beginning from a measurement made by the Commission on a date selected by the Commission, rounded to the nearest $1,000,000” and inserting the following: “which the Commission shall adjust not less frequently than once every 5 years by notice published in the Federal Register to reflect any change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest $10,000”.
104.

Public float
Not later than 180 days after the date of enactment of this Act, the Commission shall amend section 229.10(f)(1)(i) of title 17, Code of Federal Regulations, or any successor regulation, to provide that the threshold in that provision shall be a 12-month rolling average of $700,000,000 (which the Commission shall index for inflation once every 5 years to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest $100,000).
105.

Crowdfunding
Notwithstanding any other provision of law or regulation, with respect to a transaction described in section 4(a)(6) of the Securities Act of 1933 (15 U.S.C. 77d(a)(6)), the following shall apply:
(1)
If the transaction involves an offer or sale of securities by an issuer that is not more than $500,000, the issuer—
(A)
shall not be required to submit a review report of a public accountant that is independent of the issuer; and
(B)
may provide financial statements and certain other information that is based on information reported on the Federal income tax return of the issuer for the most recently completed year (if any), if—
(i)
reviewed or audited financial statements are not available; and
(ii)
those financial statements, and that other information, is certified by the principal executive officer of the issuer to be true and complete in all material respects.
(2)
A person described in subsection (b) or (c) of section 3 of the Investment Company Act of 1940 (15 U.S.C. 80a–3) may purchase the securities that are offered or sold in that transaction.
106.

Regulatory definition of venture capital fund
Not later than 180 days after the date of enactment of this Act, the Commission shall—
(1)
amend the definition of a qualifying investment under paragraph (c) of section 275.203(l)–1 of title 17, Code of Federal Regulations, or any successor regulation—
(A)
to include an equity security issued by a qualifying portfolio company, whether acquired directly from the company or in a secondary acquisition; and
(B)
to specify that an investment in another venture capital fund is a qualifying investment under that definition; and
(2)
amend paragraph (a) of section 275.203(l)–1 of title 17, Code of Federal Regulations, or any successor regulation, to require, as a condition of a private fund qualifying as a venture capital fund under that paragraph, that the qualifying investments of the private fund are—
(A)
predominantly qualifying investments that were acquired directly from a qualifying portfolio company; or
(B)
predominantly qualifying investments in another venture capital fund or other venture capital funds.
107.

Unlocking capital for small businesses
(a)

Safe harbors for finders and private placement brokers
(1)

In general
Section 15 of the Securities Exchange Act of 1934 (15 U.S.C. 78o) is amended by adding at the end the following:
“(p)

Finder safe harbor
(1)

Disclosures required
Before the consummation of a transaction effecting a private placement, a finder shall disclose clearly and conspicuously, in writing, to all parties to the transaction as a result of the activities of the finder—
(A)
that the finder is acting as a finder;
(B)
the amount of any compensation or anticipated compensation in any form for services rendered as a finder in connection with such transaction;
(C)
the person entitled to receive any compensation described in subparagraph (B); and
(D)
any beneficial interest in the issuer, direct or indirect, of the finder, of a member of the immediate family of the finder, of an associated person of the finder, or of a member of the immediate family of such associated person before the consummation of the transaction effecting the private placement or anticipated to be held following the consummation of the transaction.
(2)

Definitions
In this subsection:
(A)

Finder
The term finder means a person that—
(i)
receives transaction-based compensation—
(I)
for effecting a transaction by—
- (aa)
introducing an issuer or owner of securities and a buyer of such securities in connection with the sale of a business effected as the sale of securities; or
- (bb)
introducing an issuer or owner of securities and a buyer of those securities in connection with the placement of securities in transactions that are exempt from the registration requirements under the Securities Act of 1933 (15 U.S.C. 77a et seq.); and
(II)
that is not with respect to—
- (aa)
a class of publicly traded securities;
- (bb)
the securities of an investment company, as defined in section 3 of the Investment Company Act of 1940 (15 U.S.C. 80a–3); or
- (cc)
a variable or equity-indexed annuity or other variable or equity-indexed life insurance product;
(ii)
with respect to a transaction for which such transaction-based compensation is received—
(I)
does not handle or take possession of the funds or securities;
(II)
does not engage in an activity that requires registration as an investment adviser under State or Federal law; and
(III)
is not subject to a statutory disqualification; and
(iii)
is not a private placement broker, as defined in subsection (q)(3).
(B)

Private placement
The term private placement means a transaction described in section 4(a)(2) of the Securities Act of 1933 (15 U.S.C. 77d(a)(2)).
(q)

Private placement broker safe harbor
(1)

Registration requirements
(A)

In general
Not later than 270 days after the date of enactment of this subsection, the Commission shall propose regulations with respect to private placement brokers.
(B)

Restriction
The regulations proposed under subparagraph (A) may not require a private placement broker to comply with any net capital requirement, have a financial principal, or have or produce for examination by any regulatory authority audited financial statements of the private placement broker.
(C)

Final regulations
Not later than 270 days after the date on which the Commission publishes in the Federal Register the proposed regulations under subparagraph (A), the Commission shall promulgate final versions of those regulations.
(2)

National securities associations
(A)

In general
Not later than 270 days after the date of enactment of this subsection, the Commission shall promulgate regulations that require the rules of any national securities association to allow a private placement broker to become a member of that national securities association, subject to reduced membership requirements consistent with this subsection.
(B)

Final regulations
Not later than 270 days after the publication of the proposed regulations in the Federal Register, the Commission shall promulgate final versions of the regulations described in subparagraph (A).
(3)

Definition
(A)

In general
In this subsection, the term private placement broker means a person that—
(i)
receives transaction-based compensation in connection with the sale of a business effected as the sale of securities or in connection with the placement of securities in transactions that are exempt from the registration requirements under the Securities Act of 1933 (15 U.S.C. 77a et seq.) with respect to a transaction for which transaction-based compensation is received; and
(ii)
with respect to the transaction-based compensation described in clause (i), receives that compensation—
(I)
in an amount that is not more than $500,000 in any calendar year;
(II)
in connection with transactions that result in a single issuer selling securities valued at not more than $15,000,000 in any calendar year;
(III)
in connection with transactions that result in any combination of issuers selling securities valued at not more than $30,000,000 in any calendar year; or
(IV)
in connection with fewer than 16 transactions that are not part of the same offering or are otherwise unrelated in any calendar year.
(B)

Adjustment for inflation
The amounts described in subparagraph (A)(ii) shall be increased each year by an amount equal to the percentage increase, if any, in the Consumer Price Index, as determined by the Department of Labor or its successor.”.
(2)

Validity of contracts with registered finders and private placement brokers
Section 29 of the Securities Exchange Act of 1934 (15 U.S.C. 78cc) is amended by adding at the end the following:
“(d)
Subsection (b) shall not apply to a contract made for a transaction if—
(1)
the transaction is one in which the issuer engaged the services of a finder (as defined in section 15(p)(2)) that is not registered under this title or a private placement broker (as defined in section 15(q)(3)) with respect to that transaction;
(2)
the issuer received a self-certification from a finder or private placement broker described in paragraph (1) certifying that such finder or private placement broker is a finder under section 15(p) or a registered private placement broker under section 15(q); and
(3)
the issuer—
(A)
did not know that the self-certification described in paragraph (2) was false; or
(B)
did not have a reasonable basis to believe that the self-certification described in paragraph (2) was false.”.
(3)

Removal of finders from definitions of broker
(A)

Records and reports on monetary instruments transactions
Section 5312(a)(2)(G) of title 31, United States Code, is amended by inserting “with the exception of a finder, as defined in subsection (p)(2) of section 15 of that Act (15 U.S.C. 78o)” before the semicolon at the end.
(B)

Securities Exchange Act of 1934
Section 3(a)(4) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(4)) is amended by adding at the end the following:
“(G)

Finders
A finder, as defined in section 15(p)(2), is not a broker for the purposes of this Act.”.
(b)

Limitations on State law
Section 15(i) of the Securities Exchange Act of 1934 (15 U.S.C. 78o(i)) is amended—
(1)
in paragraph (3), in the matter preceding subparagraph (A), by striking “paragraph (3)” and inserting “paragraph (5)”;
(2)
by redesignating paragraph (4) as paragraph (5); and
(3)
by inserting after paragraph (3) the following:
“(4)

Finders and private placement brokers
(A)

In general
No State or political subdivision thereof may enforce any law, rule, regulation, or other administrative action that imposes greater registration, audit, financial recordkeeping, or reporting requirements on a finder or private placement broker than those that are required under subsections (p) and (q), respectively.
(B)

Electronic access
Each State—
(i)
shall have electronic access to any registration filed with the Commission by a private placement broker; and
(ii)
may require a written notice from a finder operating from within that State, or communicating with potential investors that are citizens or residents of that State, that provides the name, principal place of business, telephone number, and email address of the finder, which shall be transmitted to the State before the consummation of a transaction—
(I)
in the finder’s State of residence; or
(II)
involving a party to the transaction that is a citizen or resident of the State described in subclause (I).
(C)

Definitions
In this paragraph, the terms finder and private placement broker have the meanings given those terms in subsections (p)(2) and (q)(3) of section 15, respectively.”.
108.

Rural job creators
Section 4(j) of the Securities Exchange Act of 1934 (15 U.S.C. 78d(j)) is amended—
(1)
in paragraph (4)(C), by inserting “rural-area small businesses,” after “women-owned small businesses,”; and
(2)
in paragraph (6)(B)(iii), by inserting “rural-area small businesses,” after “women-owned small businesses,”.
109.

Studies, reports, and rules regarding small entities
(a)

Definition
In this section, the term small entity—
(1)
has the meaning given the term in section 601 of title 5, United States Code, with respect to the activities of the Commission; and
(2)
includes any definition established by the Commission of the term small business, small organization, or small governmental jurisdiction under paragraph (3), (4), or (5), respectively, of section 601 of title 5, United States Code, with respect to the activities of the Commission.
(b)

Studies and reports
Not later than 1 year after the date of enactment of this Act, and every 5 years thereafter, the Commission shall—
(1)
conduct a study of the definition of the term small entity with respect to the activities of the Commission for the purposes of chapter 6 of title 5, United States Code, which shall consider—
(A)
the extent to which the definition of the term small entity, as in effect during the period in which the study is conducted, aligns with the findings and declarations made under section 2(a) of the Regulatory Flexibility Act (5 U.S.C. 601 note);
(B)
the amount by which financial markets in the United States have grown since the last time the Commission amended the definition of the term small entity, if applicable; and
(C)
how the Commission should define the term small entity to ensure that a meaningful number of entities would fall under that definition; and
(2)
submit to Congress a report that includes—
(A)
the results of the applicable study conducted under paragraph (1); and
(B)
specific and detailed recommendations on the ways in which the Commission could amend the definition of the term small entity to—
(i)
be consistent with the results described in subparagraph (A); and
(ii)
expand the number of entities covered by that definition.
(c)

Rulemaking
After the completion of each study required under subsection (b), the Commission shall, subject to public notice and comment, revise the rules of the Commission consistent with the results of the study.
(d)

Inflation adjustments
As soon as practicable following the date of enactment of this Act, and every 5 years thereafter, the Commission shall adjust all dollar figures under the definition of small entity established by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the Department of Labor.
II

Responsibly expanding investment opportunities for retail investors
201.

Equal opportunity for all investors
(a)

Certification examinations for accredited investors
(1)

Examination alternative
Section 2(a)(15) of the Securities Act of 1933 (15 U.S.C. 77b(a)(15)) is amended—
(A)
by redesignating clauses (i) and (ii) as subparagraphs (A) and (B), respectively;
(B)
in subparagraph (A), as so redesignated, by striking “adviser; or” and inserting “adviser;”;
(C)
in subparagraph (B), as so redesignated, by striking the period at the end and inserting “; or”; and
(D)
by adding at the end the following:
“(C)
any individual who is certified as an accredited investor through an examination established or approved by the Commission, the securities commission (or any agency or office performing like functions) of any State, or any self-regulatory organization as defined in the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(26)) that—
(i)
measures whether an individual certified as an accredited investor pursuant to such examination understands and appreciates the risks and opportunities of investing in securities;
(ii)
is designed to ensure that an individual with financial sophistication or training would be unlikely to fail; and
(iii)
may be designed or administered by any other person approved by the Commission, such securities commission, or such self-regulatory organization.”.
(2)

Effective date
The amendments made by paragraph (1) shall take effect on the date of enactment of this Act.
(3)

Examination
The Commission shall establish or approve an examination that complies with paragraph (1) no later than 18 months after the date of enactment of this Act.
(b)

Accredited investor self-Certification
Section 4(b) of the Securities Act of 1933 (15 U.S.C. 77d(b)) is amended by inserting “Unless the issuer knows, or has a reckless disregard for whether, the purchaser is not an accredited investor, obtaining a self-certification from the purchaser that the purchaser meets the income or net worth requirements of Rule 501 of Regulation D shall constitute reasonable steps to verify that purchasers of the securities are accredited investors.” after the period at the end.
(c)

Modification of rules
(1)

In general
Not later than 270 days after the date of enactment of this Act, the Commission shall revise section 230.501(a) of title 17, Code of Federal Regulations, or any successor regulation, to make parallel changes set forth in subsection (a) of this section, and the amendments made by that subsection, and to add to the definition of the term “accredited investor” the following categories:
(A)
Any natural person with at least $500,000 worth of investments.
(B)
Any natural person with total transactions during a 12-month period under section 230.506 of title 17, Code of Federal Regulations, and under section 4(a)(6) of the Securities Act of 1933 (15 U.S.C. 77d(a)(6)) that are not greater than the highest amount of the following:
(i)
10 percent of the total investments of the person.
(ii)
10 percent of the annual income of the person or 10 percent of the annual combined income with that person’s spouse.
(iii)
10 percent of the net worth of the person excluding the value of the person’s principal place of residence.
(2)

Definitions
(A)

Definitions
In this subsection:
(i)

Cash and cash equivalents
The term cash and cash equivalents includes—
(I)
bank deposits, certificates of deposit, bankers acceptances and similar bank instruments held for investment purposes; and
(II)
the net cash surrender value of an insurance policy.
(ii)

Commodity interests
The term commodity interests means commodity futures contracts, options on commodity futures contracts, and options on physical commodities traded on or subject to the rules of—
(I)
any contract market designated for trading such transactions under the Commodity Exchange Act (7 U.S.C. 1 et seq.) and the rules issued under that Act; or
(II)
any board of trade or exchange outside the United States, as described in part 30 of title 17, Code of Federal Regulations.
(iii)

Digital assets
The term digital assets—
(I)
means a digital representation of value that—
- (aa)
is used as a medium of exchange, unit of account, or store of value; and
- (bb)
is not legal tender, whether or not denominated in legal tender; and
(II)
does not include—
- (aa)
a transaction in which a merchant grants, as part of an affinity or rewards program, value that cannot be taken from or exchanged with the merchant for legal tender, bank credit, or virtual currency; or
- (bb)
a digital representation of value issued by or on behalf of a publisher and used solely within an online game, game platform, or family of games sold by the same publisher or offered on the same game platform.
(iv)

Investment purposes
The term investment purposes—
(I)
includes—
- (aa)
real estate owned by a prospective purchaser who is engaged primarily in the business of investing, trading, or developing real estate in connection with such business; and
- (bb)
a commodity interest or physical commodity owned, or a financial contract entered into, by the prospective purchaser who is engaged primarily in the business of investing, reinvesting, or trading in commodity interests, physical commodities, or financial contracts in connection with such business; and
(II)
does not include real estate held for investment purposes by a prospective purchaser if the real estate is used by the prospective purchaser, a sibling, spouse or former spouse, a direct lineal descendant by birth or adoption, or spouse of such lineal descendant or ancestor for personal purposes or as a place of business, or in connection with the conduct of the trade or business of the prospective purchaser or such related person.
(v)

Investments
The term investments means—
(I)
securities, as defined in section 2(a) of the Securities Act of 1933 (15 U.S.C. 77b(a)), other than securities issued by an issuer that is controlled by the prospective purchaser that owns such securities;
(II)
real estate held for investment purposes;
(III)
commodity interests held for investment purposes;
(IV)
physical commodities held for investment purposes;
(V)
digital assets held for investment purposes;
(VI)
to the extent not securities, financial contracts (as such term is defined in section 3(c)(2)(B)(ii) of the Investment Company Act of 1940 (15 U.S.C. 80a–3(c)(2)(B)(ii))) entered into for investment purposes; and
(VII)
cash and cash equivalents (including foreign currencies) held for investment purposes.
(vi)

Personal purposes
The term personal purposes does not include residential real estate if deductions with respect to such real estate are not disallowed by section 280A of the Internal Revenue Code of 1986.
(vii)

Physical commodities
The term physical commodities means any physical commodity with respect to which a commodity interest is traded on a market described in clause (ii)(I).
(B)

Self-execution
If the Commission does not revise its rules in accordance with the deadline set forth in paragraph (1), then any person described in paragraph (2) shall be deemed to be an accredited investor for all purposes under the Federal securities laws (including regulations).
(d)

Adjusting the accredited investor standard
Section 413 of the Private Fund Investment Advisers Registration Act of 2010 (15 U.S.C. 77b note) is amended by striking subsection (b) and inserting the following:
“(b)

Review and adjustment
(1)

In general
The Commission may undertake a review of the definition of the term accredited investor, as such term applies to natural persons, to determine whether the requirements of the definition, excluding the requirement relating to the net worth standard described in subsection (a), should be adjusted or modified for the protection of investors, in the public interest, and in light of the economy.
(2)

Adjustment or modification
Upon completion of a review under paragraph (1), the Commission may, by notice and comment rulemaking, make such adjustments to the definition of the term accredited investor, excluding adjusting or modifying the requirement relating to the net worth standard described in subsection (a), as such term applies to natural persons, as the Commission may deem appropriate for the protection of investors, in the public interest, and in light of the economy.”.
202.

Encouraging investments in Main Street
(a)

In general
Not later than 180 days after the date of enactment of this Act, the Commission, in consultation with the Secretary of Labor, shall conduct a study that examines the impact of limiting retail investors and defined contribution plans (as defined in section 3 of the Employee Retirement Income Security Act of 1974 (29 U.S.C. 1002)) from investing in private placements, which shall consider—
(1)
the growth of private markets;
(2)
the overall decline in the number of issuers, the securities of which are listed on national securities exchanges;
(3)
the impact of retail investors having fewer investment opportunities;
(4)
the benefits of fiduciary management; and
(5)
the benefits of investment diversification and improve investment growth opportunities for long-term investors.
(b)

Report
Not later than 1 year after the date of enactment of this Act, the Commission shall submit to the Committee on Banking, Housing, and Urban Affairs of the Senate, the Committee on Finance of the Senate, the Committee on Financial Services of the House of Representatives, and the Committee on Ways and Means of the House of Representatives a report containing the results of the study conducted under subsection (a).
203.

Main Street investor confidence
The Financial Literacy and Education Commission of the Department of the Treasury, in coordination with the Office of Investor Education and Advocacy and the Office of the Investor Advocate of the Commission, shall—
(1)
conduct a study, after providing notice and an opportunity for public comment, including from retail investors in the United States, on the levels of inclusion and participation, education in, and confidence of the people of the United States in the capital market system of the United States; and
(2)
not later than 1 year after the date of enactment of this Act, submit to the Committee on Banking, Housing, and Urban Affairs, the Committee on Health, Education, Labor, and Pensions, and the Committee on Finance of the Senate and the Committee on Financial Services and the Committee on Education and the Workforce of the House of Representatives recommendations to enhance Federal financial literacy programs, inclusion, and market confidence for the average retail investors.
204.

Increasing investor opportunities
(a)

In general
Section 5 of the Investment Company Act of 1940 (15 U.S.C. 80a–5) is amended by adding at the end the following:
“(d)

Closed-End company authority To invest in private funds
(1)

In general
Except as otherwise prohibited or restricted by this Act (or any rule issued under this Act), the Commission may not prohibit or otherwise limit a closed-end company from investing any or all of the assets of the closed-end company in securities issued by private funds.
(2)

Other restrictions on Commission authority
(A)

In general
Except as otherwise prohibited or restricted by this Act (or any rule issued under this Act), or to the extent permitted by subparagraph (B), the Commission may not impose any condition on, restrict, or otherwise limit—
(i)
the offer to sell, or the sale of, securities issued by a closed-end company that invests, or proposes to invest, in securities issued by private funds; or
(ii)
the listing of the securities of a closed-end company described in clause (i) on a national securities exchange.
(B)

Unrelated restrictions
The Commission may impose a condition on, restrict, or otherwise limit an activity described in clause (i) or (ii) of subparagraph (A) if that condition, restriction, or limitation is unrelated to the underlying characteristics of a private fund or the status of a private fund as a private fund.
(3)

Application
Notwithstanding section 6(f), this subsection shall apply to a closed-end company that elects to be treated as a business development company pursuant to section 54.”.
(b)

Definition of private fund
Section 2(a) of the Investment Company Act of 1940 (15 U.S.C. 80a–2(a)) is amended by adding at the end the following:
“(55)
The term private fund has the meaning given the term in section 202(a) of the Investment Advisers Act of 1940 (15 U.S.C. 80b–2(a)).”.
(c)

Treatment by national securities exchanges
Section 6(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78f(b)) is amended by adding at the end the following:
“(11)
(A)
Except as otherwise prohibited or restricted by the rules of the exchange in a manner that is consistent with section 5(d) of the Investment Company Act of 1940 (15 U.S.C. 80a–5(d)), the exchange does not prohibit, condition, restrict, or impose any other limitation on the listing or trading of the securities of a closed-end company when the closed-end company invests, or may invest, some or all of the assets of the closed-end company in securities issued by private funds.
(B)
In this paragraph—
(i)
the term closed-end company—
(I)
has the meaning given the term in section 5(a) of the Investment Company Act of 1940 (15 U.S.C. 80a–5(a)); and
(II)
includes a closed-end company that elects to be treated as a business development company pursuant to section 54 of the Investment Company Act of 1940 (15 U.S.C. 80a–53); and
(ii)
the term private fund has the meaning given the term in section 2(a) of the Investment Company Act of 1940 (15 U.S.C. 80a–2(a)).”.
(d)

Investment limitation
Section 3(c) of the Investment Company Act of 1940 (15 U.S.C. 80a–3(c)) is amended—
(1)
in paragraph (1), in the matter preceding subparagraph (A), in the second sentence, by striking “subparagraphs (A)(i) and (B)(i)” and inserting “subparagraphs (A)(i), (B)(i), and (C)”; and
(2)
in paragraph (7)(D), by striking “subparagraphs (A)(i) and (B)(i)” and inserting “subparagraphs (A)(i), (B)(i), and (C)”.
205.

Enhancement of 403(b) plans
(a)

Amendments to the Investment Company Act of 1940
Section 3(c)(11) of the Investment Company Act of 1940 (15 U.S.C. 80a–3(c)(11)) is amended to read as follows:
“(11)
Any—
(A)
employee’s stock bonus, pension, or profit-sharing trust which meets the requirements for qualification under section 401 of the Internal Revenue Code of 1986;
(B)
custodial account meeting the requirements of section 403(b)(7) of such Code;
(C)
governmental plan described in section 3(a)(2)(C) of the Securities Act of 1933 (15 U.S.C. 77c(a)(2)(C));
(D)
collective trust fund maintained by a bank consisting solely of assets of one or more—
(i)
trusts described in subparagraph (A);
(ii)
government plans described in subparagraph (C);
(iii)
church plans, companies, or accounts that are excluded from the definition of an investment company under paragraph (14) of this subsection; or
(iv)
plans which meet the requirements of section 403(b) of the Internal Revenue Code of 1986—
(I)
if—
- (aa)
such plan is subject to title I of the Employee Retirement Income Security Act of 1974 (29 U.S.C. 1001 et seq.);
- (bb)
any employer making such plan available agrees to serve as a fiduciary for the plan with respect to the selection of the plan’s investments among which participants can choose; or
- (cc)
such plan is a governmental plan (as defined in section 414(d) of such Code); and
(II)
if the employer, a fiduciary of the plan, or another person acting on behalf of the employer reviews and approves each investment alternative offered under such plan described under subclause (I)(cc) prior to the investment being offered to participants in the plan; or
(E)
separate account the assets of which are derived solely from—
(i)
contributions under pension or profit-sharing plans which meet the requirements of section 401 of the Internal Revenue Code of 1986 or the requirements for deduction of the employer’s contribution under section 404(a)(2) of such Code;
(ii)
contributions under governmental plans in connection with which interests, participations, or securities are exempted from the registration provisions of section 5 of the Securities Act of 1933 (15 U.S.C. 77e) by section 3(a)(2)(C) of such Act (15 U.S.C. 77c(a)(2)(C));
(iii)
advances made by an insurance company in connection with the operation of such separate account; and
(iv)
contributions to a plan described in clause (iii) or (iv) of subparagraph (D).”.
(b)

Amendments to the Securities Act of 1933
Section 3(a)(2) of the Securities Act of 1933 (15 U.S.C. 77c(a)(2)) is amended—
(1)
by striking “beneficiaries, or (D)” and inserting “beneficiaries, (D) a plan which meets the requirements of section 403(b) of such Code (i) if (I) such plan is subject to title I of the Employee Retirement Income Security Act of 1974 (29 U.S.C. 1001 et seq.), (II) any employer making such plan available agrees to serve as a fiduciary for the plan with respect to the selection of the plan’s investments among which participants can choose, or (III) such plan is a governmental plan (as defined in section 414(d) of such Code), and (ii) if the employer, a fiduciary of the plan, or another person acting on behalf of the employer reviews and approves each investment alternative offered under any plan described under clause (i)(III) prior to the investment being offered to participants in the plan, or (E)”;
(2)
by striking “(C), or (D)” and inserting “(C), (D), or (E)”; and
(3)
by striking “(iii) which is a plan funded” and all that follows through “retirement income account).” and inserting “(iii) in the case of a plan not described in subparagraph (D) or (E), which is a plan funded by an annuity contract described in section 403(b) of such Code”.
(c)

Amendments to the Securities Exchange Act of 1934
Section 3(a)(12)(C) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(12)(C)) is amended—
(1)
by striking “or (iv)” and inserting “(iv) a plan which meets the requirements of section 403(b) of such Code (I) if (aa) such plan is subject to title I of the Employee Retirement Income Security Act of 1974 (29 U.S.C. 1001 et seq.), (bb) any employer making such plan available agrees to serve as a fiduciary for the plan with respect to the selection of the plan’s investments among which participants can choose, or (cc) such plan is a governmental plan (as defined in section 414(d) of such Code), and (II) if the employer, a fiduciary of the plan, or another person acting on behalf of the employer reviews and approves each investment alternative offered under any plan described under subclause (I)(cc) prior to the investment being offered to participants in the plan, or (v)”;
(2)
by striking “(ii), or (iii)” and inserting “(ii), (iii), or (iv)”; and
(3)
by striking “(II) is a plan funded” and inserting “(II) in the case of a plan not described in clause (iv), is a plan funded”.
(d)

Conforming Amendment to the Securities Exchange Act of 1934
Section 12(g)(2)(H) of the Securities Exchange Act of 1934 (15 U.S.C. 78l(g)(2)(H)) is amended by striking “or (iii)” and inserting “(iii) a plan described in section 3(a)(12)(C)(iv) of this Act, or (iv)”.
III

Fostering investor confidence in market integrity, fairness, and transparency
301.

Study regarding retail investor readability of financial statements
(a)

In general
The Commission shall conduct a study to identify—
(1)
the level of readability of financial statements, including all public disclosures, among retail investors, including subgroups of investors identified by the Commission, as of the date of enactment of this Act;
(2)
methods to improve the timing, content, and format of disclosures to investors with respect to financial intermediaries, investment products, and investment services;
(3)
the most useful and understandable relevant information that retail investors need to make informed financial decisions before engaging a financial intermediary or purchasing an investment product or service that is typically sold to retail investors, including shares of open-end companies, as defined in section 5 of the Investment Company Act of 1940 (15 U.S.C. 80a–5), that are registered under section 8 of that Act (15 U.S.C. 80a–8);
(4)
methods to increase the transparency of expenses and conflicts of interests in transactions involving investment services and products, including shares of open-end companies described in paragraph (3);
(5)
the most effective existing private and public efforts to educate investors; and
(6)
in consultation with the Financial Literacy and Education Commission, a strategy (including, to the extent practicable, measurable goals and objectives) to increase the financial literacy of investors in order to bring about a positive change in investor behavior.
(b)

Report
Not later than 1 year after the date of enactment of this Act, the Commission shall submit to the Committee on Banking, Housing, and Urban Affairs of the Senate and the Committee on Financial Services of the House of Representatives a report on the study required under subsection (a).
(c)

Regulations
The Commission shall promulgate regulations that address and improve the readability of financial statements, including all public disclosures, with the goals of eliminating legalese, duplication, and redundant disclosures.
302.

Duties of Ombudsman relating to Regulation Crowdfunding
Section 4(g)(8) of the Securities Exchange Act of 1934 (15 U.S.C. 78d(g)(8)) is amended—
(1)
in subparagraph (B)—
(A)
by redesignating clauses (ii) and (iii) as clauses (iii) and (iv), respectively; and
(B)
by inserting after clause (i) the following:
“(ii)
act as a liaison between the Commission, small businesses, intermediaries, and other entities subject to the regulations under part 227 of title 17, Code of Federal Regulations, or any successor regulation;”; and
(2)
in subparagraph (D)—
(A)
in the subparagraph heading, by striking “Report” and inserting “Reports”;
(B)
by striking “The Ombudsman” and inserting the following:
“(i)

Semiannual report to Investor Advocate
The Ombudsman”; and
(C)
by adding at the following:
“(ii)

Annual report to Congress on Regulation Crowdfunding
The Ombudsman shall submit to the Committee on Banking, Housing, and Urban Affairs and the Committee on Financial Services of the House of Representatives a report—
(I)
on activities of the Ombudsman relating to the duties described in subparagraph (B)(ii); and
(II)
that includes recommendations on regulatory changes to improve efficiency and access to capital for entities subject to the regulations under part 227 of title 17, Code of Federal Regulations, or any successor regulation.”.
303.

Publication on economic data on securities markets
(a)

In general
The Division of Economic and Risk Analysis of the Commission shall annually publish data on the following with respect to a year:
(1)
The number of offerings, and offering amounts by type, which shall include, with respect to each offering, the type of issuer, the type of security, and the type of exemption, if applicable.
(2)
The cost of performing an offering, including the ongoing costs of performing a particular type of offering (such as the requirement to file certain forms with the Commission), which shall be disaggregated by—
(A)
(i)
the size and type of issuer; and
(ii)
the exemption used by issuers with respect to the particular offering; or
(B)
the registered status of issuers.
(3)
The costs to issuers of complying with the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7201 et seq.) (and the rules issued under that Act), including the amounts paid by issuers to registered public accounting firms in connection with that compliance.
(4)
All public enforcement actions taken by the Commission and self-regulatory organizations against persons within the jurisdiction of those entities, including—
(A)
the number and types of violations of any provision of law (including regulations) that either such entity is authorized to enforce;
(B)
the number and types of violators; and
(C)
the amount of money collected in penalties as a result of that enforcement.
(5)
Market capitalization by type of issuer and security.
(6)
The number of reporting companies, Regulation A issuers, and crowdfunding issuers.
(7)
Trading volumes by exchange or alternative trading system.
(8)
Market participants, including the number and, if relevant, size of—
(A)
broker-dealers;
(B)
registered representatives;
(C)
exchanges;
(D)
alternative trading systems;
(E)
investment companies;
(F)
investment advisers registered with the Commission under the Investment Advisers Act of 1940 (15 U.S.C. 80b–1 et seq.); and
(G)
other entities determined appropriate by the Commission.
(b)

Publication of data
In annually publishing the data required under subsection (a), the Division of Economic and Risk Analysis of the Commission shall—
(1)
publish that data for each of the 10 years preceding the date of publication; and
(2)
make the data described in paragraph (1)—
(A)
available as an open Government data set;
(B)
freely available for download in bulk; and
(C)
rendered in a human-readable format.
304.

Study on IPO fees
(a)

Definitions
In this section:
(1)

IPO
The term IPO means an initial public offering.
(2)

Small- and medium-sized company
The term small- and medium-sized company means an issuer with an initial public float determination of less than $700,000,000.
(b)

Study
(1)

In general
The Commission, in consultation with the Financial Industry Regulatory Authority, shall carry out a study of the costs associated with small- and medium-sized companies to undertake IPOs and Tier 2 offerings, as defined in section 230.251 of title 17, Code of Federal Regulations, or any successor regulation.
(2)

Requirements
In carrying out the study required under paragraph (1), the Commission shall—
(A)
consider the direct and indirect costs of an IPO, including—
(i)
fees, such as gross spreads paid to underwriters, promoters, investment advisory firms, and other professionals;
(ii)
compliance with Federal and State securities laws at the time of the IPO; and
(iii)
such other IPO-related costs as the Commission determines appropriate;
(B)
compare and analyze the costs of an IPO with the costs of obtaining alternative sources of financing and of liquidity;
(C)
consider the impact of the costs of an IPO on capital formation;
(D)
analyze the impact of the costs of an IPO on the availability of public securities of small- and medium-sized companies to retail investors; and
(E)
analyze trends in IPOs over a time period the Commission determines is appropriate to analyze IPO pricing practices, considering—
(i)
the number of IPOs;
(ii)
how costs for IPOs have evolved over time, including fees paid to underwriters, investment advisory firms, financial advisers, and other professions for services in connection with an IPO;
(iii)
the number of brokers and dealers active in underwriting IPOs;
(iv)
the different types of services that underwriters, promoters, investment advisory firms, and other professionals provide before and after a small- or medium-sized company IPO and the factors impacting underwriting costs;
(v)
changes in the costs and availability of investment research for small- and medium-sized companies; and
(vi)
any other consideration the Commission considers necessary and appropriate.
(c)

Report
Not later than 1 year after the date of enactment of this Act, the Commission shall submit to Congress a report containing all findings and determinations made in carrying out the study required under subsection (b) and any administrative or legislative recommendations the Commission may have with respect to the matters considered under the study.
305.

Exclusions available regardless of significant social policy issue
An issuer may exclude a shareholder proposal pursuant to section 240.14a–8(i) of title 17, Code of Federal Regulations, or any successor regulation, without regard to whether that shareholder proposal relates to a significant social policy issue.
IV

Holding regulators accountable through increased oversight
401.

Required testimony
Section 4 of the Securities Exchange Act of 1934 (15 U.S.C. 78d) is amended by adding at the end the following:
“(l)

Required testimony
Not later than 180 days after the date of enactment of this subsection, and semiannually thereafter, the Chairman of the Commission shall appear before the Committee on Banking, Housing, and Urban Affairs of the Senate and the Committee on Financial Services of the House of Representatives regarding the activities of the Commission.”.
402.

Semiannual report
Section 23 of the Securities Exchange Act of 1934 (15 U.S.C. 78w) is amended by adding at the end the following:
“(e)

Semiannual report on regulatory and enforcement actions
Not later than 180 days after the date of enactment of this subsection, and semiannually thereafter, the Chairman of the Commission shall submit to Congress a report that includes—
(1)
an overview of the capital markets system of the United States;
(2)
the regulatory actions and agenda of the Commission, including, for the period covered by the report, all actions the Commission has taken to protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation;
(3)
with respect to capital formation challenges and challenges to accessing capital for small businesses, including minority, women-owned, and rural small businesses—
(A)
the status of enforcement actions of the Commission, which shall include information regarding—
(i)
for the period covered by the report, the average amount of time it takes for the Commission to open and complete such an action; and
(ii)
the outcome of each such action that was resolved during the period covered by the report; and
(B)
any assessments of the Commission; and
(4)
information on the publication of economic data on securities markets by the Division of Economic and Risk Analysis of the Commission.”.
403.

Rulemaking requirements
(a)

Consideration of the costs and benefits of Commission regulations and certain other agency actions
(1)

In general
Section 23 of the Securities Exchange Act of 1934 (15 U.S.C. 78w), as amended by section 402, is amended by adding at the end the following:
“(f)

Consideration of costs and benefits
(1)

Rulemaking defined
In this subsection, the term rulemaking does not include—
(A)
a regulation issued in accordance with the formal rulemaking provisions of section 556 or 557 of title 5, United States Code;
(B)
a regulation that is limited to agency organization, management, or personnel matters;
(C)
a regulation promulgated pursuant to statutory authority that expressly prohibits compliance with this provision; and
(D)
a regulation that is certified by the agency to be an emergency action, if such certification is published in the Federal Register.
(2)

Requirements
When issuing a rulemaking under the securities laws, the Commission shall—
(A)
clearly identify the nature and source of the problem that the rulemaking is designed to address, as well as assess the significance of that problem, to enable assessment of whether any new regulation is warranted;
(B)
utilize the Chief Economist to assess the costs and benefits, both qualitative and quantitative, of the rulemaking and propose or adopt a rulemaking only on a reasoned determination that the benefits of the rulemaking justify the costs of the rulemaking;
(C)
in assessing the costs and benefits of the rulemaking under subparagraph (B), utilize the Chief Economist to articulate the appropriate economic baseline against which to measure the likely economic impact of the rulemaking;
(D)
identify and assess reasonable available alternatives to the rulemaking that were considered, including modification of an existing rulemaking, together with an explanation of why the rulemaking meets the objectives of the rulemaking more effectively than the reasonable alternatives;
(E)
identify and assess available alternatives to the regulation that the Commission considered, including modification of an existing regulation, together with an explanation of why the regulation meets the regulatory objectives more effectively than the alternatives;
(F)
ensure that any regulation is accessible, consistent, written in plain language, and easy to understand; and
(G)
measure, and seek to improve, the actual results of regulatory requirements.
(3)

Considerations and actions
In deciding whether and how to regulate, the Commission shall assess the costs and benefits of reasonable available alternatives, including the alternative of not regulating, and choose the approach that maximizes net benefits, including by—
(A)
consistent with the requirements of section 3(f) of this Act, section 2(b) of the Securities Act of 1933 (15 U.S.C. 77b(b)), section 202(c) of the Investment Advisers Act of 1940 (15 U.S.C. 80b–2(c)), and section 2(c) of the Investment Company Act of 1940 (15 U.S.C. 80a–2(c)), considering whether the rulemaking, in addition to being in the interest of protecting investors, will promote efficiency, competition, and capital formation;
(B)
evaluating whether, consistent with obtaining regulatory objectives, the regulation is tailored to impose the least burden on society, including market participants, individuals, businesses of differing sizes, and other entities (including State and local governmental entities), taking into account, to the extent practicable, the cumulative costs of regulations; and
(C)
evaluate whether the rulemaking is inconsistent, incompatible, or duplicative of other Federal regulations.
(4)

Explanation and comments
In issuing any final regulation, the Commission shall—
(A)
explain the nature of comments received by the Commission; and
(B)
provide a response to those comments, including an explanation of any changes that were made in response to those comments and the reasons that the Commission did not incorporate any concerns related to the potential costs or benefits in the final regulation.
(5)

Public availability
The Commission shall—
(A)
make available to the public in an online depository all economic analyses, including analyses on market failure, performed by the staff of the Commission, including such analyses performed by the Division of Economic and Risk Analysis, with respect to a rulemaking under the securities laws; and
(B)
take appropriate steps to protect any non-public data contained in any economic analysis included in the online depository described in subparagraph (A), which may include anonymizing, aggregating, or employing other measures as the Commission deems appropriate to protect such data while also providing for its public availability.”.
(2)

Sense of Congress relating to other regulatory entities
It is the sense of Congress that the Public Company Accounting Oversight Board should be subject to the requirements of subsection (f) of section 23 of the Securities Exchange Act of 1934 (15 U.S.C. 78w), as added by paragraph (1).
(b)

Considerations with respect to rulemaking
(1)

Rules under the Securities Act of 1933
Section 2(b) of the Securities Act of 1933 (15 U.S.C. 77b(b)) is amended by inserting “, when considered individually or cumulatively with other rules or regulations or other proposed rules or regulations,” before “will promote”.
(2)

Rules under the Securities Exchange Act of 1934
Section 23(a)(2) of the Securities Exchange Act of 1934 (15 U.S.C. 78w(a)(2)) is amended, in the second sentence, by inserting “, when considered individually or cumulatively with other rules or regulations or other proposed rules or regulations,” after “which would”.
(3)

Rules under the Investment Company Act of 1940
Section 2(c) of the Investment Company Act of 1940 (15 U.S.C. 80a–2(c)) is amended by inserting “, when considered individually or cumulatively with other rules or regulations or other proposed rules or regulations,” before “will promote”.
(4)

Rules under the Investment Advisers Act of 1940
Section 202(c) of the Investment Advisers Act of 1940 (15 U.S.C. 80b–2(c)) is amended by inserting “, when considered individually or cumulatively with other rules or regulations or other proposed rules or regulations,” before “will promote”.
404.

Senate confirmation of Inspector General of the Securities and Exchange Commission
Chapter 4 of title 5, United States Code, is amended—
(1)
in section 401, by inserting “the Securities and Exchange Commission,” after “National Security Agency,”; and
(2)
in section 415(a)(1)(A), by striking “the Securities and Exchange Commission,”.